A group of acquirers has initiated a mandatory open offer to acquire up to 1,12,72,300 equity shares, representing 26.00% of the expanded voting share capital of sj corporation , at an offer price of ₹12.00 per share. The offer, which is not conditional upon a minimum level of acceptance, opens on Monday, July 13, 2026, and closes on Friday, July 24, 2026. The acquirers have deposited the full consideration amount of ₹13,52,67,600 into an escrow account.

The offer is being made by Mr. Pintu Kanjibhai Kalavadia, Mr. Prashant Kanjibhai Kalavadia, Mr. Umang Kantilal Savani, and Mr. Kalpesh Patel pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This mandatory offer follows the execution of a share purchase agreement and a share subscription agreement, which resulted in the acquirers holding 50.05% of the expanded voting share capital via a preferential allotment of 2,17,00,000 equity shares.

Offer Details

The offer price of ₹12.00 per share is justified as being higher than the fair value of ₹10.32 per share certified by a registered valuer. The acquirers have adequate financial resources to meet the full obligation of the offer, with ₹13,52,67,600 deposited in an escrow account with Axis Bank Limited. The offer is not a competing offer and there is no differential pricing.

Background and Object

The open offer was triggered by the substantial acquisition of shares and voting share capital accompanied by a change in control and management of the target company. The acquirers have entered into agreements to acquire 49,20,000 equity shares from selling promoter shareholders and subscribed to 2,17,00,000 equity shares on a preferential basis. Upon completion of the offer, the acquirers will hold up to 87.40% of the expanded voting share capital.

The acquirers intend to undertake the rubbers business following the change in management and control. They have stated they do not plan to dispose of any significant assets in the succeeding two years, except in the ordinary course of business or as required by law. The board of the target company has approved the sale of land owned by the company at Kosmada, Taluka-Kamrej, Surat, for a consideration of not less than ₹1,40,50,000.

Terms and Conditions

The offer is not conditional upon a minimum level of acceptance. Public shareholders may tender their equity shares in whole or in part. If the number of equity shares validly tendered exceeds the offer size, acceptance will be on a proportionate basis. The minimum marketable lot for tendering is one equity share.

Equity shares allotted pursuant to the preferential issue are subject to lock-in periods. Shares held by persons other than the promoters and promoter group are locked in for six months from the date of trading approval and are not permitted to be tendered in the open offer. The acquirers have agreed to pay interest at the rate of 10% per annum for any delay in payment to public shareholders, unless a waiver is granted by SEBI.

Procedure for Acceptance

Public shareholders holding shares in dematerialized form must tender their shares through the stock exchange mechanism using the acquisition window provided by BSE Limited. Shareholders holding shares in physical form must submit a Form of Acceptance-cum-Acknowledgement along with original share certificates and a valid share transfer form to the registrar to the offer. The registrar is Integrated Registry Management Services Private Limited, located at 2nd Floor, Kences Towers, 1, Ramakrishnan Street, T. Nagar, Chennai.

SJ Corporation Ltd has received shareholder approval to shift its registered office from Maharashtra to Gujarat, alongside the regularization and appointment of its managing director and executive directors. The resolutions were passed via a postal ballot process that concluded on July 3, 2026, with the results declared on July 4, 2026.

The voting process, conducted by e-voting from June 4 to July 3, 2026, saw 39 shareholders cast 1,33,26,993 votes. All 12 special and ordinary resolutions were passed with 100% of the votes in favour, representing 30.74% of the total outstanding shares. The scrutinizer's report confirmed that the requisite majority was achieved for all items.

Key Leadership Changes

Shareholders approved the appointment of Mr. Pintu Kanjibhai Kalavadia as Managing Director for a term of five years effective from May 30, 2026. Concurrently, Mr. Deepak Bhikhalal Upadhyay was re-designated from Managing Director to Executive Director for a five-year term commencing May 31, 2026. Additionally, the Board regularized the appointments of Mr. Prashant Kanjibhai Kalavadia as Executive Director, Ms. Ekta Ankur Dholakia as Independent Woman Director, and Mr. Pragnesh Kishorbhai Sonchhatra as Independent Director, each for a five-year term ending May 29, 2031.

Financial Authorizations

The company secured approval to increase its overall borrowing limits by up to ₹100 crore over and above its paid-up capital, free reserves, and securities premium. Shareholders also authorized the creation of charges on the company's assets to secure these borrowings. Furthermore, the Board received approval to advance loans, provide guarantees, or give security up to ₹100 crore under Section 185 of the Companies Act, 2013, and to make investments, give guarantees, or provide securities up to ₹100 crore under Section 186.

Related Party Transactions and Asset Sale

Approval was granted for material related party transactions with entities such as Fishfa Rubbers Limited, Fishfa World Trade Limited, and Fishfa Biogenics Limited, among others, with individual transaction limits set at ₹50 crore. Additionally, shareholders approved the sale of company land located at Kosmada, Taluka-Kamrej, Surat, to Dudhat Ashvin Himmatbhai for a consideration of not less than ₹1.40 crore.